Rome, 18 April 2025 – ENAV S.p.A. announces that the full notice of call for the Ordinary Shareholders’ Meeting scheduled for 28 May 2025, in a single call – an excerpt of which will be published in the newspapers Il Sole 24Ore and Italia Oggi on 19 April 2025 – is available at the company’s registered office, on the Company's website at www.enav.it (under the “Governance” – “Shareholders’ Meeting 2025” section), and via the authorized storage mechanism 1info (www.1info.it).
The Shareholders’ Meeting is convened to deliberate on the following items on the agenda:
- Approval of the financial statements of ENAV S.p.A. as at 31 December 2024, accompanied by the Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Presentation of the Integrated Annual Report including the consolidated financial statements as at 31 December 2024 and the Consolidated Sustainability Report;
- Allocation of the net income;
- Report on the remuneration policy and fees paid. Binding resolution pursuant to Article 123-ter, paragraph 3-bis, of Legislative Decree 58/1998;
- Report on the remuneration policy and fees paid. Non-binding resolution pursuant to Article 123-ter, paragraph 6, of Legislative Decree 58/1998;
- Proposal to approve, pursuant to Article 114-bis of the TUF, a short-term incentive plan relating to the granting of rights to receive shares under a deferred portion of the 2024 STI (Short Term Incentive) Bonus and related Information Document pursuant to Article 84-bis of the Issuers' Regulation. Related and consequent resolutions;
- Proposal to approve, pursuant to Article 114-bis of the TUF, a short-term incentive plan relating to the granting of rights to receive shares under a deferred portion of the 2025 STI (Short Term Incentive) Bonus and related Information Document pursuant to Article 84-bis of the Issuers' Regulation. Related and consequent resolutions;
- Appointment of the Board of Statutory Auditors;
- Determination of the remuneration of the Chairman and Standing Auditors;
- Authorization to purchase and dispose of treasury shares. Related and consequent resolutions.
Information regarding:
- the share capital;
- integration of the agenda of the Shareholders’ Meeting pursuant to Article 126-bis of Legislative Decree 58/1998, by 28 April 2025;
- submission of new proposals for resolutions and/or voting on the items on the agenda by those entitled to vote in the Meeting, by 13 May 2025;
- availability of the full texts of the proposals, together with the explanatory reports and documents submitted to the Meeting;
- participation and exercise of voting rights, with the record date set for 19 May 2025. It should be noted that, pursuant to Article 8 of ENAV's Articles of Association and in accordance with Article 135-undecies.1 of Legislative Decree no. 58/1998 as amended (the “TUF”), participation in the Meeting shall take place exclusively through the designated representative pursuant to Article 135-undecies of the TUF, namely Computershare S.p.A. (the “Designated Representative”), with registered office at Via Monte Giberto 33, 00138 Rome, in accordance with the procedures set out in the full notice of call available on the Company’s website (www.enav.it);
- appointment of the Board of Statutory Auditors;
- exercise of the right to ask questions before the Meeting, by 19 May 2025;
- organizational aspects of the Meeting;
- are set forth in the full notice of call, which is available at the company’s registered office, on the Company’s website at www.enav.it (under the “Governance” – “Shareholders’ Meeting 2025” section), and via the authorized storage mechanism 1info (www.1info.it).
With reference to the appointment of the Board of Statutory Auditors, please note that only those Shareholders who, individually or jointly with others, represent at least 1% of the share capital are entitled to submit lists. The lists of candidates must be submitted by Shareholders no later than 3 May 2025.
The documentation relating to the Meeting, including the explanatory reports of the Board of Directors and the proposed resolutions on the items on the agenda, will be made available to the public, within the time limits set out by applicable regulations, in the same manner as indicated above.